Company Formation in the Netherlands

Setting up a Dutch company follows a fixed route: a legal form is chosen, a civil-law notary executes the deed of incorporation, the company is entered in the trade register and the ultimate beneficial owners are filed. The questions that decide how a company behaves later are different ones: who holds which shares, how decisions are taken, and what happens when a founder leaves.

Which legal form fits your business: BV, NV, branch or holding

Most businesses here operate through a besloten vennootschap (BV), the private limited company. Article 2:175 of the Dutch Civil Code describes the BV as a company with registered shares, incorporated by notarial deed, in which the shareholders are in principle not personally liable for its debts. There is no statutory minimum share capital.

The naamloze vennootschap (NV) is the public limited company, used where a wider circle of investors is anticipated, and it carries heavier capital and governance requirements. A foreign company may instead register a branch, which has no separate legal personality: the foreign entity itself remains liable.

Our page on corporate law in the Netherlands sets out the wider framework.

Setting up a Dutch BV step by step

1. Decide on the legal form, the shareholders, their shareholdings and who will be director.
2. Check that the intended name is available and conflicts with no existing trade name or trade mark.
3. Instruct a civil-law notary, who must identify the founders and the ultimate beneficial owners first.
4. Have the articles of association and the deed drafted, and review them against how the company will be governed.
5. Arrange the contribution on the shares and execute the deed, in person or under a power of attorney.
6. Register with the Chamber of Commerce and file the ultimate beneficial owners.
7. Put the internal documents in place: the shareholders’ register, board resolutions and a shareholders’ agreement.

The notarial deed and the articles of association (statuten)

A BV comes into existence through a deed executed before a Dutch civil-law notary. The deed contains the articles of association: the name and registered seat, the objects, the share capital and share classes, the rules on transferring shares, and the powers of the board and the general meeting.

Two provisions deserve attention. Article 2:192 allows obligations and requirements to be attached to shares, for instance an obligation to offer them in defined circumstances. Article 2:195 governs the transfer restrictions, the blokkeringsregeling, which determine whether a shareholder must first offer shares to co-shareholders or obtain approval before selling. Once the company exists, article 2:196 requires a notarial deed before a notary practising in the Netherlands for every share transfer.

Registration with the Chamber of Commerce (KVK)

After execution the company is entered in the trade register, which records the name, the registered seat and business address, the objects, and the directors and how they may represent the company, jointly or individually. Third parties rely on it, so that authority should reflect what was agreed.

UBO registration and the shareholders’ register

Dutch anti-money laundering legislation (Wwft) requires the notary and the lawyers involved to identify their client and the the ultimate beneficial owner: the natural person holding a substantial interest in the company or exercising control over it. Where no such person can be identified, the senior managing officials are treated as beneficial owners and filed in the UBO register.

Separately, the management board keeps the shareholders’ register, recording who holds the shares and what has been paid up on them. It is often incomplete in practice, and one of the first documents a buyer or investor asks to see.

Share capital, share classes and the distribution test

The capital structure can be designed around what the company needs. Shares may be divided into classes, including shares without voting rights or without entitlement to profits, so that control and economic entitlement can be separated.

Distributions are constrained. Under article 2:216 the general meeting resolves on a distribution, but the resolution takes effect only once the management board has approved it, and the board must withhold approval where it foresees that the company will then be unable to continue paying its due debts. Directors who approve a distribution the company cannot support expose themselves personally, a recurring theme in directors’ liability under Dutch law. Article 2:10 also obliges the board to keep proper accounts, and article 2:394 requires the annual accounts to be filed for publication.

Setting up as a non-resident founder: documents and identification

A BV can be incorporated by founders living abroad, and no director needs to be resident here, although the company does need a genuine business address. The notary will normally ask for a valid passport, proof of residential address and information on the background of the funds contributed. Where the shareholder is a foreign company, its register extract, constitutional documents and the ownership chain up to the persons behind it are also needed, and documents from abroad may require legalisation or an apostille.

Holding structures and why founders use them

A common arrangement is for each founder to hold shares in the operating company through a personal holding BV rather than in their own name. The operating company carries the commercial activity and its risk; the holding sits above it and can hold reserves or intellectual property at a remove from that risk, which also makes a future sale easier to arrange. The fiscal consequences are a matter for your tax adviser.

The shareholders’ agreement: what to arrange from day one

The articles are public and drafted in general terms. The shareholders’ agreement records what the founders have actually agreed: the role each takes, decisions requiring qualified consent, what happens to shares when someone leaves or is dismissed, vesting, non-competition, how a deadlock is broken, dividends, and how an exit is handled.

Agreements drafted at the start, while the relationship is good, are the ones that hold. Where nothing was recorded, differences over strategy, remuneration or a departure escalate quickly, as our page on shareholder agreements and shareholder disputes describes.

Timeline and costs

The order of events is fixed: instruction and identification, drafting of the articles, execution of the deed, registration with the Chamber of Commerce, the UBO filing, then the internal documents. What determines the lead time is the preparation around the notarial work: how quickly complete identification documents are available, whether documents from abroad need legalisation, whether a corporate shareholder makes it necessary to trace an ownership chain, and how long the shareholders’ agreement takes to negotiate.

The first introductory conversation is free of charge, and after that we work on an hourly basis. We agree the approach and the expected effort with you in advance, and we do not work on a no-cure-no-pay basis. The notary and the register invoice their own charges separately.

What we do and what the notary does

The civil-law notary incorporates the company: the notary drafts and executes the deed, verifies the identity of the founders and arranges the first registration in the trade register. Incorporation is a notarial act and can only be performed by a notary.

Our role sits alongside it. We advise on which structure fits the intended business, review the draft articles so they reflect what was agreed on voting, share transfers and governance, and draft and negotiate the shareholders’ agreement and accompanying documents. We coordinate with the notary you appoint, but we do not execute the deed. For corporate income tax or cross-border planning we refer you to your own tax adviser; we do not provide tax advice or international fiscal structuring.

Frequently asked questions

Do I have to travel to the Netherlands to incorporate a BV?

No. Founders who cannot attend can grant a written power of attorney, usually with a legalised signature. The identification requirements still apply in full.

Is there a minimum share capital for a Dutch BV?

No. Article 2:175 imposes no minimum capital, although the company should be funded adequately for what it intends to do.

Can a foreign company hold the shares in a Dutch BV?

Yes, and it can also act as director. Additional documentation on that entity and the persons behind it is required for the identification and UBO checks.

If the articles already cover share transfers, do we still need a shareholders’ agreement?

In most cases yes. Vesting, leaver provisions, remuneration, deadlock and dividend policy belong in an agreement between the parties themselves.

Who is registered as the ultimate beneficial owner?

The natural person who ultimately holds a substantial interest in the company or otherwise controls it.

Speak to a business lawyer about setting up your company

If you are considering a Dutch company and want the structure, the articles and the shareholder arrangements right from the outset, we are glad to discuss it. The first conversation is free of charge.

Telephone: +31 40 369 06 80
E-mail: info@lawandmore.nl

Our head office is in Eindhoven and we also receive clients at our location in Amsterdam. We assist clients throughout the Netherlands, in Dutch and in English.